Meeting held via teleconference. Convened by Chair Mary Durlin, minutes taken by secretary Roger Manning. Webcast and archived at kpftx.org

8:10 pm Eastern time Quorum present. Chair Durlin convenes meeting.

Chair goes over agenda.

THE AGENDA:
The agenda:

1. Call to order

2. WBAI Mediation. Chair will present RFP responses from mediators,
which will be sent out by the end of this week to the PNB, GM Don Rojas,
LSB Chair Bertold Reimers and ED Dan Coughlin. (15 minutes)

3. Presentation from ED Dan Coughlin on fiscal and operational
issues of National Programming Unit, including FSRN implications. (30 minutes)

4. Consideration of FY05 issues (60 minutes)

5. Elect David Adelson to National Finance Committee. (5 minutes)

6. KPFA issues. William Walker. (25 minutes)

7. Consideration of two resolutions proposed by Dave Adelson (15
minutes)
Resolved: That all memoranda from station or foundation management to
station or foundation personnel or volunteers concerning station or
foundation policy/policies be cc'd to the appropriate Local Station
Board(s). In the case of national policy, the memoranda shall be copied to
all PNB and LSB members.

Resolved: That copies of any grant applications to be submitted by station
management to a potential funding agency or organization be provided to the
appropriate LSB prior to the submission of those grants to the funding
agency or organization, and that grant applications submitted by the
national office be similarly provided to the PNB.

8. Proposed inventory of stations. Alice Shields (15 minutes)

9. Planning for quarterly meeting in DC (30 minutes)

10. Adjourn.

2. WBAI Mediation. Chair will present RFP responses from mediators,
which will be sent out by the end of this week to the PNB, GM Don Rojas,
LSB Chair Bertold Reimers and ED Dan Coughlin.

Durlin has been working on finding mediators. Now 2 choices. GM and LSB chair will make the choice. Now need to determine where the funding will come from. One prop is 3k for the approved 12 hours, the other is 20k for a more ambitious/thorough agenda. Manning - asks ED and CFO opinion. CFO 20k costly. ED - asks NYC directors what the WBAI LSB says etc. Allen - (Janet Mackenreny - Sp?) do we have person currently on payroll that does this? ED - yes, NYC directors - Manning things are getting worse, not sure if it will help, but something is needed. Laforest - hasn't been formally discussed, but hasn't heard any objections, Shields - haven't been able to discuss such important issues at WBAI due to disruptive meetings, Manning - remember that mediation was first requested GM. Adelson - does Durlin think it will really help? Durlin - yes. Roberts - governance expenses etc are high this year, need to be responsible

MOTION by Roberts that PNB directs ED to instruct the current salaried Pacifica mediator to go to WBAI to investigate and propose a plan and report back without within the month [not seconded]

Chair asks ED to elaborate on person available.

ED - not really a person on regular Pacifica staff person. There are different people used for different cases. Roberts - a person on salary? ED - more on a consultant basis Roberts - are they on salarly? ED- yes. Roberts - why use them? ED - not suitable (doesn't want to discuss here) Shields - knows the background. Randhawa - what about the role of the board/staff relations cmte? Manning - the first mtg discussed role of BSC and code of conduct. Spooner - both proposed mediators are saying that 12 hours aren't really enough, though one came up with a 12 hour plan regardless

MOTION by Spooner that 10k be authorized for the WBAI Mediation

(Discussion cont.) Hicks - GM and LSB chair need to lay groundwork as part of an effective process. Schorrell - doesn’t have faith in mediation, but it's worse to do nothing. Adelson - needs be a prognosis phase. Would also be good to get some buy-in from other station. Allen - KPFT spent 5k on mediation - WBAI should contribute at least that much. Olusagun - feels that there is a strong racial component to the problems at WBAI , we should work that out. Roberts - elections cycle is the major factor - may be a waste before elections

MOTION to amend by substitution by Roberts to authorize up to 10K of which 5k would come from WBAI for the WBAI mediation [up to 5k from national]

(Discussion continues) Laforest - has worked on building relations with people that he's differed with. Manning - Roberts is right, the elections are root right nowWalker - staff has responsibility to deal with a lot of this, the board comes in later

Point of order by Spooner clarifying proper voting on amendments and main motions.

MOTION to amend by substitution by Roberts to authorize up to 10K of which 5k would come from WBAI for the WBAI mediation [up to 5k from national]. Upon completion of 12 hours of mediation work to receive a progress report form the mediator.

3. Presentation from ED Dan Coughlin on fiscal and operational issues of National Programming Unit, including FSRN implications. (30 minutes)
Report not ready. A few questions: Adelson - can report be ready by September? ED - Finance and programming committees need to be apprised, maybe work it through the committee process? Shields - programming committee isn't together yet. Adelson - it would be good if the information is ready, that the PNB gets it. Roberts - we really need to resolve FSRN and Pacifica national programming before the

October PNB meeting. ED - yes. Roberts - …local station bugets involved ED - yes. The restructuring of nation that's being discussed would not have impact on local bugets, they wouldn't change. Roberts - PNB priorities included archives - need this information very soon - in order to decide in time.

MOTION by Adelson to hold a special PNB on September 13, 2004 at 5pm Pacific time.

PASSES without objection

4. Consideration of FY05 issues

Roberts - Finance committee recommending an audit (5-10k in Nov) inter division transfers. Spooner - difficult to discuss FY05 issues without more of a description, more details of what we're buying. The budget is essentially a program that we're buy. Wants a written operational plan from the ED to accompany what is currently just numbers. The Station managers do have this information, so it is doable. Durlin - asks if referring to national operations etc? A: yes (?) Roberts - we could get this info and discuss on September 13. Sanders - concerned matter of the budget, has been unable to understand this buget. Shields - supports get a written operation plan to - is it possible by September 13? ED - can it be handled at FC mtg on Friday? Adelson - would like to make motion on audit inter divisional transfers. Roberts - the PNB doesn't always get to hear from LSBs , the FC is good for this because includes the LSB treasurers. Asks the PNB to trust the FC. Supports the FC working a lot of this out in time for 9/13. Walker - somewhat difficult to plan financially at KPFA not having a business manager, supports more

input from all people.

MOTION by Shields that the PNB direct the ED to compile a written operation plan tying it to numbers in the FYO5 budget for the September 13 special meeting

Point of information by Shields - ask ED if this is feasible? ED - yes, but there is a lot of information out there already. Would like to first discuss with finance cmte on Friday to - a lot of demands being put on national office - would already be putting together a similar report for October PNB meeting. Cooper - supports motion. PNB needs a clear picture. Randhawa - supports a broad narrative, may be too much to cover all the many numbers. PNB should rely more on FC. Spooner - didn't want every line item covered, but a basic operational plan - which is much easier to read and absorb for the average board member. The board doesn't necessarily need to pulled into the minutia - essentially the plan and what it cost. Roberts - the question is how the proceed.

MOTION by Adelson that the National Finance Committee make a presentation of inter unit transfers for the October 2004 PNB meeting, and that there be an audit of inter unit transfers above central services, and that the PNB not delay passing the FY05 budget pending this audit.

Rodriguez - against. Sanders - board needs not to be passive on the budget - any digging deeper is good. Roberts - FC is working very hard already, doesn't support PNB imposing this on FC which is doing much more work than other PNB committees. Urges more trust for the FC. Adelson - the concern is that isn't a clear policy on inter- unit transfer mid year when adjustments need to be made. There needs to be a policy what ever it ends up being.

MOTION to divide the question

PASSES without objection

MOTION by Adelson part 1: that the National Finance Committee develop a policy for unbudgeted inter unit transfers and to brought before the PNB for approval at the October 2004 PNB meeting.

MOTION by Adelson part 2: That the PNB request that in the next audit that the auditor audit inter-unit transfers beyond those for central services since 1/1/02, and that the PNB not delay passing the FY05 budget pending this audit.

Walker - refers to July memo to PNB. Concerned that a LSB member of the GM selection committee has violated committee confidentiality agreement in 7 instances. There is a LSB resolution that persons should be removed the committee and the person is rufusing to step down. Another issue is that a staff member is being defamed on a bay area website - a personnel dispute was put on a public website - puts foundation at risk.

Point of order by - Spooner that must be cautious to discuss defamation in public meeting..

Point of information - go into exec session?

Point of order by Manning - that exec session during a special PNB meeting needs to be noticed in advance

Issue of staff complaints regarding treatment of staff by members of the LSB. The staff is getting clear direction from the board, subcommittees being formed that add to staff/board function confusion

The KPFA LSB needs some guidance from PNB on GM search process and for the ED to comment on the legal responsibility of search committee members.

Pacifica needs to approach the issue of mediation systematically rather than focusing narrowly - station to station and short term.

iPNB should of budgeted for a systematic approach considering the new form of governance. Would like the PNB to let the KPFA LSB deal with issue of GM search comte at upcoming Sat. mtg, if not resolved, then can come back to PNB. Sander - there is a political difference at KPFA as how to move forward. There is a part of the KPFA staff that is very resistant to change. There has been misrepresentation and confusion at meetings. It's a partisan issue. Adelson - had wanted to ask ED what was being done about GM search cmte issue. Randhawa - feels that the problem is that the board and staff roles are properly understood. PNB has received requests and have been silent. PNB must give LSBs some guidelines, has been failing its responsibilities.

Secertary leaves call at 11:01pm eastern. Adelson resumes minutes.

MOTION by Randhawa That the Governance committee within 2 weeks hold a meeting in executive session to develop guidelines on LSB members misconduct, where those are charged by station management, and how to deal with it.

MOTION to amend by substitution by Spooner to strike everything in Randhawa motion. To refer to the governance committee the development of policies regarding misconduct by LSB members, for the Governance Committee to present their recommendation at the October 2004 board meeting.

Amended main motion:
To refer to the governance committee the development of policies regarding misconduct by LSB members, for the Governance Committee to present their recommendation at the October 2004 board meeting.

MOTION by Walker That the GM hiring process at KPFA be placed on hold until a ruling comes back from the Pacifica National Board in regard to the specific breaches of confidentiality in the KPFA GM hiring process.

MOTION by Adelson: Whereas the Pacifica Bylaws specify oversight responsibilities for local boards and the National Boards as follows:

Article 5 Section E of the Pacifica Bylaws
Specific Powers and Duties

Overseeing the conduct, management and control of the Foundation's affairs and activities, including the monitoring of the activities and actions of its radio stations and national staff consistent with applicable law and regulations, the Articles of Incorporation and these Bylaws;

Article 7 Section 3 Specific Powers and Duties

- To review and approve that station's budget and make quarterly reports to the Foundation's Board of Directors regarding the station's budget, actual income and expenditures.
- To prepare an annual written evaluation of the station's General Manager.
- To prepare an annual written evaluation of the station's Program Director.
- To assist in station fundraising activities.
- To work with station management to ensure that station programming fulfills the purposes of the Foundation and is responsive to the diverse needs of the listeners (demographic) and communities (geographic) served by the station, and that station policies and procedures for making programming decisions and for program evaluation are working in a fair, collaborative and respectful manner to provide quality programming.
- To actively reach out to underrepresented communities to help the station serve a diversity of all races, creeds, colors and nations, classes, genders and sexual orientations, and ages and to help build collaborative relations with organizations working for similar purposes.
-To perform community needs assessments, or see to it that separate "Community Advisory Committees" are formed to do so.
- To ensure that the station works diligently towards the goal of diversity in staffing at all levels and maintenance of a discrimination-free atmosphere in the workplace.

And
Whereas in order to fulfill these responsibilities the National and Local Boards need to be aware of policies and their implementation,

Therefore, let it be Resolved that:
For informational purposes, that all memoranda from station or foundation management to station or foundation personnel or volunteers concerning station or foundation policy/policies be cc'd to the appropriate Local Station Board(s). In the case of national policy, the memoranda shall be copied to all PNB and LSB members.

PASSES without objection.

Walker leaves call

MOTION by Adelson:
Whereas, Local and National Boards should be aware of proposed commitments contained within grant applications, and should be in a position to offer resources or constructive commentary in order to responsibly fulfill the duties described in the Bylaws for these Boards,

Therefore let it be Resolved:
For informational purposes, that copies of any grant applications to be submitted by station management to a potential funding agency or organization be provided to the appropriate LSB prior to the submission of those grants to the funding agency or organization, and that grant applications submitted by the national office be similarly provided to the PNB.